SOLIGENIX INC

​

29 Emmons Drive, Suite B-10

Princeton, New Jersey 08540

Annual Meeting of Stockholders

Friday, June 20, 2025

This Proxy Statement has been prepared and is distributed by the board of directors (the “Board of Directors”) of Soligenix, Inc. in connection with the solicitation of proxies for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Daylight Time, on Friday, June 20, 2025, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/sngx2025 and entering the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Unless the context indicates otherwise, as used in this Proxy Statement, the terms “we,” “us” “our” and “our Company” refer to Soligenix, Inc.

This Proxy Statement and the accompanying form of proxy will be distributed to stockholders on or about May 5, 2025. Our Annual Report on Form 10-K for the year ended December 31, 2024 (which does not form a part of the proxy solicitation materials) is being distributed concurrently herewith to stockholders.

Voting Securities; Voting Your Shares; Proxies; Required Vote

VOTING SECURITIES

Each holder of record of our common stock, par value $0.001 per share (“Common Stock”), at the close of business on April 21, 2025 will be entitled to one vote for each share of Common Stock owned on that date as to each matter presented at the Annual Meeting. On April 21, 2025, 3,264,346 shares of Common Stock were outstanding.

VOTING YOUR SHARES

The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/sngx2025. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to participate in the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting. You may vote your shares via the Internet, telephone or mail as more fully described below:

•

By Internet: Go towww.proxyvote.com and follow the instructions (have your proxy card available);

​

•

By Telephone: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available); and

​

•

By Mail: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in the envelope provided.

​

PROXIES

You cannot vote your shares at the meeting unless you vote electronically or are represented by proxy. All properly executed and unrevoked proxies that are received in time for the meeting will be voted at the meeting or any adjournment or postponement thereof in accordance with instructions thereon, or if no instructions are given, will be voted as follows:

“FOR ALL” in the election of all of the named nominees as directors;

​

“FOR” the approval of the 2025 Equity Incentive Plan;

​

“FOR” the approval, on an advisory basis, of the compensation of our executive officers;

​

“FOR” the ratification of Cherry Baekert LLP as our independent registered public accounting firm for the year ending December 31, 2025;

​

“FOR” the Adjournment Proposal; and

​

In accordance with the judgment of the persons appointed as proxies with respect to other matters which properly come before the Annual Meeting.

​

Stockholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote online during the Annual Meeting, via the Internet, by telephone, or by mail, or by delivering written instructions to our Corporate Secretary before the Annual Meeting commences. Beneficial stockholders may revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares or by voting online during the meeting.

REQUIRED VOTE

The affirmative vote of the holders of a plurality of the shares of Common Stock represented at the Annual Meeting in person or by proxy is required for each nominee to be elected as a director in the election of directors.

​

The affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve the 2025 Equity Incentive Plan.

​

The affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve, on an advisory basis, the compensation of our executive officers.

​

The affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required for the ratification of the appointment of Cherry Bekaert LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

​

The affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve the Adjournment Proposal.

​

Proposal 1 (the election of five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified), Proposal 2 (the vote on the 2025 Equity Incentive Plan), and Proposal 3 (the advisory vote on executive compensation) are considered “non-routine” matters. Proposal 4 (the ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2025) and Proposal 5 (the Adjournment Proposal) are considered “routine” matters. Banks, brokers, or other nominees (“Brokers”) who hold shares on behalf of beneficial stockholders have discretion to vote such shares with respect to “routine” matters without receiving voting instructions from the beneficial holders of the shares. However, Brokers who hold shares on behalf of beneficial stockholders do not have discretion to vote such shares with respect to “non-routine” matters if they do not receive voting instructions from the beneficial holders of the shares. If no instruction is given to Brokers with respect to “non-routine” matters, a “Broker non-vote” is recorded for each such uninstructed share.

Stockholders are not allowed to cumulate their votes in the election of directors. In voting for Proposal 1 (the election of five directors), abstentions and Broker non-votes will be disregarded and not treated as votes cast and, therefore, will not affect the outcome of the election. Abstentions will have the same effect as votes against (1)Proposal 2 (the vote on the 2025 Equity Incentive Plan); (2)Proposal 3 (the advisory vote on executive compensation); (3)Proposal 4 (the ratification of the appointment of Cherry Bekaert LLP) and (4)Proposal 5 (the Adjournment Proposal). Broker non-votes will not be counted as votes against (A)Proposal 2 (the vote on the 2025 Equity Incentive Plan); (B)Proposal 3 (the advisory vote on executive compensation); (C)Proposal 4 (the ratification of the appointment of Cherry Bekaert LLP); or

(D)Proposal 5 (the Adjournment Proposal), or as shares present or represented at the meeting for these proposals. As Proposal 4 (the ratification of the appointment of Cherry Bekaert LLP) and Proposal 5 (the Adjournment Proposal) will be considered “routine” matters, we do not expect that any “Broker non-votes” will be recorded for such proposals.

QUORUM

The required quorum for the transaction of business at the Annual Meeting is one-third of the voting power of shares of Common Stock issued and outstanding on the record date. Shares represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the meeting.

No Appraisal Rights

Stockholders will not have any appraisal rights in connection with any of the proposals to be voted on at the Annual Meeting.